Nondisclosure Agreement printable pdf download

NONDISCLOSURE AGREEMENT

To protect certain confidential information that may be disclosed to the RECIPIENT, the RECIPIENT agrees as

follows:

This AGREEMENT is entered into effective as of May 1, 2006, between the COUNTY OF

LIVINGSTON, with offices at 304 East Grand River Avenue, Suite 101, Howell, MI 48843 ("COUNTY"),

and ____________________________ at _______________, ___________, ___, _______.

DEFINITIONS.

"Confidential Information" means the following:

For purposes of this Agreement, the Confidential Information disclosed hereunder is identified in Attachment

1. Confidential Information in written or tangible form shall be labeled confidential or proprietary prior to

disclosure.

Confidential Information in oral or intangible form shall be designated as confidential or

proprietary at the time of disclosure and/or designated as confidential or proprietary by notifying the

RECIPIENT in writing within thirty (30) days of said disclosure.

II.

RESTRICTIONS.

A. RECIPIENT agrees not to disclose, provide, or otherwise make available any Confidential Information

provided by the COUNTY to any other person or entity, except as expressly provided in this

Nondisclosure Agreement. RECIPIENT agrees to restrict disclosure of Confidential Information to

those employees of RECIPIENT who are made aware of, and agree to abide by, the terms of this

Nondisclosure Agreement, and even then only on an as-needed basis.

B. RECIPIENT agrees to take all reasonable steps, at least as great as the steps RECIPIENT takes with

respect to its own confidential or proprietary information, to protect the Confidential Information

provided by the COUNTY from unauthorized disclosure or use.

County GIS Layers are to be solely retained by the RECIPIENT. In no instance are these Data to be

placed on the Internet, sold, leased, copied, loaned, or transferred, in whole or part to other public

agencies, private individuals, private firms, or non-profit entities.

D. RECIPIENT agrees that it shall use Confidential Information only in the manner and for the purposes

described in the Attachments. Any other use or disclosure of the Confidential Information shall

constitute a material breach of this Nondisclosure Agreement.

E. RECIPIENT shall immediately notify the COUNTY in writing of any misuse, misappropriation, or

unauthorized disclosure of Confidential Information that may come to its attention.

E. Notwithstanding anything contained in the Attachments, RECIPIENT agrees that it shall not use any

Confidential Information provided by the COUNTY for its own personal or commercial benefit or for

the personal or commercial benefit of any other person or entity.

III.

NO RIGHTS CONFERRED. RECIPIENT acknowledges that nothing contained in this Agreement shall

be construed as granting or conferring any rights by license or otherwise in any Information disclosed by the

COUNTY.

IV.

NO WARRANTY. None of the Confidential Information that may be disclosed by the COUNTY shall

constitute any representation, warranty, assurance, guarantee, or inducement by the COUNTY of any kind.

The COUNTY shall not be liable for the accuracy of the disclosed information.

Nondisclosure Agreement